St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1887-12-10
A RTIcLEs OF INCORPORATION OF

ents that we whose names are hereunto sub
scribed have, and by these written articles do
| associate ourselves together for the purpose
| of being incorporated, and constituted and
| created a corporation under and by virtue OF
| Title two ~ of Chapter thirty-four (34) OF
| the General Statutes of Minnesota, and the
laws of said state amendatary thereof ana
! supplementary the ;eto. and for that purpose
do hereby adopt the following articles of in
| corporation:
Article 1.-The name of this corporation
| shall be The South Duluth Land and Improve
ment Company.
The general nature of the business of this
! corporation shall be to puy own, improve,
sell and deal in lands, tenements, and here
| ditaments. real, mixed and personal estate
| and property, and to do and exercise each
and every act, power, and thing proper and
authorized to be done and exercised under
| the said laws and statutes of SAID state,
which may be necessary, desirable, or con-
| venient for the prosecution and advancement
| of said business.
That the principal place of transacting the
| business of this corporation shall be the
! city of st. Paul, in the county Of Ramsey,
and state of Minnesota
| Art. II.-This corporation shall commence
| on the fifteenth Q5th) day of December, A
d. 1887. and continue thirty 800 years.
Art. uI.-The amount of the capital stock
! of this corporation shall be one hundred
thousand dollars. The stock shall be full
| paid when issued. At least One-half of the
| entire capital stock shall be subscribed at the
| commencement of business by the corpora
ton. The subscriptions shall be paid in
! under such regulations as may be prescribed
! by resolution of the Board of Directors, en-
tered into the records of the corpor-
ration. and on the call of the directors or at
| such times and in such manner as may be
| fixed by the bylaws of the corporation.
! Land with its Entertainments and appurte
| nances may be received by the corporation
| in payment for its stock, the value of such
| lands with its Entertainments and appurte-
| nances having been first fixed ana deter
mined by resolution of the Board of Direct
| ors entered into the records of the corpora
ton.
Art Iy-The highest amount of indebted
| ness or liability to which this corporation
| shall at any time be liable shall be sixty thou
| sand dollars.
Art. V.-The names of the persons forming
! the association for Incorporation are Pat
Frederic A. Fogg, William Foulke and
! Charles F. Diether, all residing in the city of
| st. Paul, Ramsey county, Minnesota, and j.
d. Springer, residing at the city of Mime
| apolis, Hennepin county, Minnesota.
| Art. YI.-The above-named incorporates,
Patrick H. Kelly, Harlan p. Hall, Lewis
Baker, Frederic A. Fogg William Foulke.
Charles F. Diether and j. d. Springer shall
| constitute the first board of directors of this
| corporation.
| The officers of this corporation shall con-
sist of Il president, vice president, secretary
and treasurer. The aboye-named Patrick II.
! Kelly shall be the first president, Harlan 7.
Hall the first vice president Frederic A.
| Fogg the first secretary, and Charles +.
! Diether the first treasurer of this corporation.
Said directors and officers hereinbefore
named shall hold their offices and exercise
! and discharge the duties thereof until the
! third (3d) Wednesday in November, A. ID.
| 1888 and until their successors are elected
| as hereinafter provided and have qualified.
The board of directors of this corporation
| shall be composed of seven ca members, in
GUIDING said nffiaprS and the nj said
| officers and directors, after the first herein
named. shall be one year, and until their
| successors are elected and qualified.
The government of this corporation and
! the management of its affairs shall be vested
| i'll its board of directors and officers.
The directors, after the first herein named.
shall be elected annually by the stockholders
| at a meeting of the stockholders which shall
| be held at said principal Office of the corpor-
alton at said st. Paul, at three 90 o'clock. in
| the afternoon, on the third sd Wednesday
III November, in each and every year after
the year A. ID. 1887. and shall be SO elected
for the year then next ensuing after their
election, and until their successors are
elected.
The president vice president, treasurer
and secretary, after the first herein named,
! shall be elected annually at meeting OF the
directors, which shall be held al said prlnci-
pal Office of the corporation, at said st. Paul,
on the third (3d) Wednesday in November.
i'll each year after the year A. ID. 1887, and
a1ler tDe SlOcknOiuerS meeting anu elecllOI
of directors on that day, for the year then
next ensuing, and by the directors then, and
at such stockholders meeting then elected,
| for the ensuing year, and from their own
number.
And the first meeting of the board of direct
ors herein named shall be at said principal
| Office of the corporation on the twenty-frst
| (21sD day of December, d. 1887, al three
| (3) O'Clock in the afternoon. In no
| case shall the assets of the corporation be
reduced by dividends therefrom below the
face value of the stock issued or subscribed
| for, and in every case when such dividend is
| 10 be made from the assets and property of
| the corporation. on the sale and conversion
| of the same into money, whereby the prop
erty and assets of the corporation at a cash
valuation would i'll the Judgment OF the
board of directors be reduced below the face
value of the stock outstanding or subscribed,
the board of directors are authorized, and it
shall be their duty to call in, cancel, and re-
tire so much and such amount of such out
standing or subscribed stock as Will equaliZe
the same at its face values with the cash
value of the assets after such proposed divi-
dend is taken therefrom and the board of di-
rectors are empowered to enforce such with
drawal. cancellation and retirement of stock
outstanding or subscribed, pro rata and ac
eording to such dividends TO each stock
holder or subscriber on his or her shares, i'll
such manner and under such regulations as
they may deem for the best interest of the
corporation. And the corporation shall have
power 10 Iuy Ill us Owl SlOCh dlltt stlllc
hold as assets and reissue, or retire and can
eel as the board of directors shall deem to
the best interest of the corporation.
No person shall be a director or officer of
said corporation who is not a stakeholder
therein.
The board of directors shall have and may
exercise all and every the powers of boards
of directors and may fill any vacancy in the
offices of directors, and any vacancy III the
offices herein named at any general
or special meeting of the board of direct
ors; and may make and enact by laws for said
corporation, and the same alter or amend at
any general or special meeting of their
board may call special and general meet
ings of the stockholders and directors when
ever in their judgment the business or inter
ests of the corporation require any such
meetings and may by their bylaws fix gen
eral meetings of the stockholders and direct
ors.
All deeds and conveyances of lands. or
real estate. or Of any interest therein. or lien
or charge thereon, on the part OF the corpor-
alton, shall be signed by the President, and
countersigned by the Secretary, and the seal
of the corporation shall be thereto affixed.
Art. VII.-The capital stock of this corpor
alton shall be divided into Two Thousand
(2,000) shares of Fifty Dollars each.
In witness whereof we, the persons herein
before named as incorporators, have here
unto subscribed our names and affixed our
seals this 21st day of November, A. d. 1887.
LEWIS BAKER, [Seal
PATRICK ii. KELLY, Seal
HARLAN p. HALL, Seal
FREDERIC A. FOGG, Seal
WILLIAM FOULKE, Seal
CHAS. +. DIETHER, Seal
j. D. SPRINGER, seal
Signed and sealed by Patrick II. Kelly, Har-
Ian P Hull. Frederic A. Fogg William FoulKe,
and Charles F. Diether and Lewis Baker, in
the presence of
VIM s. MOORE,
JOHN Z. BRENNAN.
Signed and sealed by j. d. Springerin pres
ence of
II. ID. LARRABEE.
H. F. ABBOTT.
COUNTY OF RAMSEY, 81
November, A. d. 1897 before me, notary
public within and for said Ramsey county,
personally came Patrick II. Kelly. Harlan 2.